Fair Value Hierarchy as of December 31, 2019

Aggregate

Level 1

Level 2

Level 3

Fair Value

Marketable securities

Mutual funds (1)

$

5,124

$

—

$

—

$

5,124

Total Marketable Securities

$

5,124

$

—

$

—

$

5,124

Liabilities

Interest Rate Swap (2)

$

—

$

80

$

—

$

80

Preference shares (3)

—

—

2,530

2,530

Debt for forward share purchase agreements (4)

—

34,059

—

34,059

Total Liabilities

$

—

$

34,139

$

2,530

$

36,669

(1)

Included in the consolidated balance sheet line item “Short-term marketable securities”.

(2)

Included in the consolidated balance sheet line item “Other long-term liabilities”.

(3)

Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ending March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ending March 31, 2020 will be materially below its expected level, this would result in a change of the preference shares liability.

(4)

Based on the information available at the reporting date, debts for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option. The amount in the above table excludes accrued interest.

Fair Value Hierarchy as of December 31, 2018

Aggregate

Level 1

Level 2

Level 3

Fair Value

Marketable securities

Mutual funds (1)

$

3,151

$

—

$

—

$

3,151

Total Marketable Securities

$

3,151

$

—

$

—

$

3,151

Liabilities

Interest Rate Swap (2)

$

—

$

97

$

—

$

97

Foreign Exchange Forward (2)

—

(56

)

—

(56

)

Preference shares (3)

—

—

1,834

1,834

Contingent consideration for Solutions Infini acquisition (4)

—

—

482

482

Total Liabilities

$

—

$

41

$

2,316

$

2,357

(1)

Included in the consolidated balance sheet line item “Short-term marketable securities”.

(2)

Included in the consolidated balance sheet line item “Other long-term liabilities”.

(3)

Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ending March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates and is significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation will be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period. If the actual EBITDA of Solutions Infini for the year ending March 31, 2020 will be materially below its expected level, this would result in a change of the preference shares liability.

(4)

Based on the information available at the reporting date, the contingent consideration for the Solutions Infini acquisition was estimated as the basis of the present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ending March 31, 2019. Such cash flows were contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represents management best estimates, and is significantly above the targeted EBITDA. The amount presented in the table above represents the estimated portion of the total deferred consideration. No changes in fair value were recognized as initially estimated during the year. The actual EBITDA of Solutions Infini for the year ended March 31, 2019 became available in July 2019 and confirmed the initial amount estimated by management and used to determine the contingent consideration for the Solutions Infini acquisition at the reporting date.

As of December 31,

2019

2018

Cost

Unrealized

gains

Unrealized

losses

Fair value

Cost

Unrealized

gains

Unrealized

losses

Fair value

Mutual funds

$

5,129

$

1

$

(6

)

$

5,124

$

3,180

$

—

$

(29

)

$

3,151

Fair Value

Beginning

of Year

Net Realized

and

Unrealized

Gains (Losses)

Included

in Income

Other

Comprehensive

Income

(Loss)

Settlements,

Net

Change in

scope of

consolidation

Gross

Transfers

Out

Fair Value

End of

Year

December 31, 2018

Liabilities:

Preference shares

$

—

$

639

$

(6

)

$

—

$

1,201

$

—

$

1,834

Contingent consideration for Solutions Infini acquisition

2,232

(71

)

(72

)

(1,137

)

—

(470

)

482

December 31, 2019

Liabilities:

Preference shares

1,834

753

(57

)

—

—

—

2,530

Contingent consideration for Solutions Infini acquisition

482

(15

)

23

(490

)

—

—

—

Research

and

development

Sales

and

marketing

General

and administrative

Financial

expense, net

Foreign

currency

loss

Total

December 31, 2018

Liabilities:

Preference shares

$

(249

)

$

(99

)

$

(200

)

$

(91

)

$

—

$

(639

)

Contingent consideration for Solutions Infini acquisition

—

—

—

(22

)

93

71

December 31, 2019

Liabilities:

Preference shares

(225

)

(89

)

(180

)

(259

)

—

(753

)

Contingent consideration for Solutions Infini acquisition

—

—

—

(3

)

18

15